<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934



        FOR THE QUARTERLY PERIOD ENDED         COMMISSION FILE NUMBER
              SEPTEMBER 30, 2002                     333-59137



                       TRI-STATE OUTDOOR MEDIA GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                    KANSAS                          48-1061763
      (State or other jurisdiction of            (I.R.S. Employer
       incorporation or organization)           Identification No.)

             3416 Highway 41 South
                  Tifton, GA                          31793
   (Address of Principal Executive Offices)         (Zip Code)

                                  800-732-8261
              (Registrant's telephone number, including area code)



    Indicate by check mark whether the registrant: (1) has filed all reports
  required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
    1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
                    filing requirements for the past 90 days.

                                 Yes /X/ No / /

    Indicate the number of shares outstanding of each of the issuer's classes
  of common stock as of the latest practicable date. As of September 30, 2002,
 there were issued and outstanding 200 shares of the registrant's Common Stock,
                          par value $10.00 per share.
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                             PAGE NO.
                                                                                                             --------
<S>               <C>                                                                                        <C>
PART I   FINANCIAL INFORMATION

                  Item 1.  Financial Statements (unaudited)

                                    Balance Sheets at September 30,
                                    2002 and December 31, 2001 ..................................................1

                                    Statements of Operations for the
                                    Three Months September 30, 2002 and 2001 and Nine Months
                                    ended  September 30, 2002 and 2001 ..........................................2

                                    Statements of Cash Flows for the Nine Months
                                    ended September 30, 2002 and 2001 ...........................................3

                                    Notes to the Financial Statements ...........................................5

                  Item 2.  Management's Discussion and Analysis of Financial
                                    Condition and Results of Operations .........................................6

                  Item 3.  Quantitative and Qualitative Disclosures About Market Risk ...........................9


PART II  OTHER INFORMATION

                  Item 1.  Legal Proceedings ....................................................................9

                  Item 2.  Changes in Securities and Use of Proceeds ............................................9

                  Item 3.  Defaults upon Senior Securities ......................................................9

                  Item 4.  Submission of Matters to a Vote of Security Holders ..................................9

                  Item 5.  Other Information ....................................................................9

                  Item 6.  Exhibits and Reports on Form 8-K .....................................................9

                  SIGNATURES ...................................................................................10

                  Index to Exhibits ............................................................................11
</TABLE>
<PAGE>
                         PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                       TRI-STATE OUTDOOR MEDIA GROUP, INC.
                              DEBTOR-IN-POSSESSION
                                 BALANCE SHEETS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                         September 30,       December 31,
                                                                                             2002               2001
                                                                                          ---------           ---------
                                                                                          (unaudited)
<S>                                                                                      <C>                 <C>
                                                      ASSETS
Current Assets
  Cash and cash equivalents                                                               $   1,501           $     502
  Accounts receivable, net of allowance for doubtful
    accounts 2002 $629; 2001 $536                                                             1,915               3,019
  Supplies                                                                                      374                 447
  Prepaid production costs                                                                      880                 775
  Prepaid site leases, current portion                                                        1,846               1,490
  Prepaid commissions, current portion                                                          705                 704
  Other current assets                                                                          248                 284
                                                                                          ---------           ---------
         Total current assets                                                                 7,469               7,221
                                                                                          ---------           ---------
Property and Equipment, net                                                                  60,702              63,092
                                                                                          ---------           ---------
Other Assets
  Intangible assets, net                                                                     35,085              35,858
  Prepaid site leases and commissions, long-term portion                                        544                 550
  Other                                                                                         203                 208
                                                                                          ---------           ---------
                                                                                             35,832              36,616
                                                                                          ---------           ---------
                                                                                          $ 104,003           $ 106,929
                                                                                          =========           =========
                                  LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current Liabilities
Liabilities not subject to compromise
  Current portion of long-term debt                                                       $  18,999           $ 117,263
  Accounts payable                                                                            2,132               1,292
  Accrued interest                                                                              163               7,026
  Accrued expenses                                                                               64                 254
  Deferred revenue                                                                              425                 461
                                                                                          ---------           ---------
         Total current liabilities                                                           21,783             126,296
Long-Term Debt,
  net of current portion                                                                      2,565               3,125
                                                                                          ---------           ---------
         Total liabilities not subject to compromise                                         24,348             129,421
                                                                                          ---------           ---------
Liabilities subject to compromise(Note 1)
  Accounts payable                                                                              640                  --
  Accrued interest                                                                           10,379                  --
  Senior notes                                                                              100,000                  --
                                                                                          ---------           ---------
         Total liabilities subject to compromise                                            111,019                  --
                                                                                          ---------           ---------
         Total liabilities                                                                  135,367             129,421
                                                                                          ---------           ---------
Commitments and Contingencies
Stockholder's Equity (Deficit)
  Common stock, par value, $10 per share; authorized 10,000
    shares; issued and outstanding 2002 and 2001; 200 shares                                      2                   2
  Paid-in capital                                                                            33,841              33,841
  Accumulated deficit                                                                       (65,207)            (56,335)
                                                                                          ---------           ---------
                                                                                            (31,364)            (22,492)
                                                                                          ---------           ---------
                                                                                          $ 104,003           $ 106,929
                                                                                          =========           =========
</TABLE>

                       See Notes to Financial Statements.
<PAGE>
                       TRI-STATE OUTDOOR MEDIA GROUP, INC.
                              DEBTOR-IN-POSSESSION
                            STATEMENTS OF OPERATIONS
                (IN THOUSANDS, EXCEPT SHARE OR PER SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    Three Months Ended                    Nine Months Ended
                                                                       September 30,                         September 30,
                                                                ---------------------------           ---------------------------
                                                                  2002               2001               2002               2001
                                                                --------           --------           --------           --------
<S>                                                             <C>                <C>                <C>                <C>
Net revenues                                                    $  6,306           $  6,755           $ 18,756           $ 20,353
                                                                --------           --------           --------           --------
Operating expenses:
  Direct operating expenses                                        2,683              2,450              8,083              7,340
  General and administrative                                       1,198              1,885              3,537              4,423
  Depreciation and amortization                                    2,112              2,950              6,336              9,210
  Restructuring Charges                                            1,354                 --              4,569                 --
                                                                --------           --------           --------           --------
                                                                   7,347              7,285             22,525             20,973
                                                                --------           --------           --------           --------
         Operating income (loss)                                  (1,041)              (530)            (3,769)              (620)
                                                                --------           --------           --------           --------
Other income (expense):
   Interest expense                                                 (653)            (3,427)            (5,399)           (10,104)
  Other income                                                         3                  4                  7                 24
  Gain on sale of property and equipment                              --                286                289              6,002
                                                                --------           --------           --------           --------
Total other income (expense)                                        (650)            (3,137)            (5,103)            (4,078)
                                                                --------           --------           --------           --------
         Loss before income taxes and extra-
         ordinary loss on early extinguishment of debt            (1,691)            (3,667)            (8,872)            (4,698)
Income tax expense                                                    --                 --                 --              2,200
                                                                --------           --------           --------           --------
         Loss before extraordinary loss on early
         extinguishment of debt                                   (1,691)            (3,667)            (8,872)            (6,898)
         Extraordinary loss on early extinguishment
         of debt                                                      --                 --                 --               (398)
                                                                --------           --------           --------           --------
           Net loss                                             $ (1,691)          $ (3,667)          $ (8,872)          $ (7,296)
                                                                ========           ========           ========           ========
Basic loss per common share:
         Loss before extraordinary loss on early
         extinguishment of debt                                 $ (8,455)          $(18,335)          $(44,360)          $(34,490)
         Extraordinary loss on early extinguishment
         of debt                                                      --                 --                 --             (1,990)
                                                                --------           --------           --------           --------
              Net loss                                          $ (8,455)          $(18,335)          $(44,360)          $(36,480)
                                                                ========           ========           ========           ========
Weighted common shares outstanding                                   200                200                200                200
                                                                ========           ========           ========           ========
</TABLE>

                  See Notes to unaudited Financial Statements.
<PAGE>
                       TRI-STATE OUTDOOR MEDIA GROUP, INC.
                              DEBTOR-IN-POSSESSION
                            STATEMENTS OF CASH FLOWS
                         NINE MONTHS ENDED SEPTEMBER 30,
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                           2002               2001
                                                                         --------           --------
<S>                                                                      <C>                <C>
OPERATING ACTIVITIES
  Net loss                                                               $ (8,872)          $ (7,296)
  Adjustments to reconcile net loss to
     net cash provided by (used in) operating activities:
     Depreciation and amortization                                          6,336              9,210
     Gain on disposal of property and equipment, net                         (289)            (6,002)
     Extraordinary loss on early extinguishment of debt                        --                398
     Deferred income tax expense                                               --              2,200
     Disposition costs on property and equipment                               --             (1,106)
     Non-cash restructuring charge                                            156                 --
     Changes in assets and liabilities:
      (Increase) decrease in:
         Accounts receivable                                                1,104              1,109
         Supplies and prepaid production costs                                (32)              (244)
         Prepaid site leases                                                 (356)               (51)
         Prepaid commissions                                                    5               (117)
         Other assets                                                          41               (108)
      Increase (decrease) in:
         Accounts payable                                                     569             (1,178)
         Liabilities subject to compromise                                    640                 --
         Accrued interest and other accrued expenses                        3,309              2,982
         Deferred revenue                                                     (36)                28
                                                                         --------           --------
           Net cash provided by (used in) operating
                 activities                                                 2,575               (175)
                                                                         --------           --------
INVESTING ACTIVITIES
  Purchase of property and equipment                                       (2,885)            (3,062)
  Proceeds from sale of property and equipment                                289             10,642
                                                                         --------           --------
         Net cash provided by (used in) investing activities               (2,596)             7,580
                                                                         --------           --------
FINANCING ACTIVITIES
 Borrowings under long-term debt agreement                                     --             13,000
 Proceeds from revolver borrowings                                          1,500              4,400
 Payments on revolver borrowings                                               --            (10,865)
 Principal payments on long-term debt                                        (480)           (11,500)
 Decrease in Due to SGH Holdings, Inc.                                         --               (276)
 Payments to related party                                                     --               (900)
 Deferred issuance costs                                                       --               (969)
                                                                         --------           --------
           Net cash provided by (used in)
             financing activities                                           1,020             (7,110)
                                                                         --------           --------
           Net increase in cash and cash equivalents                          999                295
CASH AND CASH EQUIVALENTS:
  Beginning                                                                   502                 46
                                                                         --------           --------
  Ending                                                                 $  1,501           $    341
                                                                         ========           ========

SUPPLEMENTAL CASH FLOW INFORMATION
 Cash payments for interest                                              $  1,883           $  7,284
                                                                         ========           ========

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
  AND FINANCING ACTIVITIES:
Property and equipment acquired through
  accounts payable                                                       $    288                $--
                                                                         ========           ========
Accrued Interest added to Principal                                           $--           $    156
                                                                         ========           ========
</TABLE>

                       See Notes to Financial Statements.
<PAGE>
                          Notes to Financial Statements
                                   (Unaudited)

      NOTE 1

      BASIS OF REPRESENTATION

      The accompanying unaudited financial statements of Tri-State Outdoor Media
Group, Inc., (the "Company") have been prepared in conformity with accounting
principles generally accepted in the United States of America and with the
instructions for Form 10-Q and Rule 10-01 of Regulation S-X as they apply to
interim financial information. Accordingly, they do not include all of the
information and disclosures required by accounting principles generally accepted
in the United States of America for complete financial statements.

      In the opinion of management, all adjustments (consisting of normal
recurring adjustments and restructuring adjustments) considered necessary for a
fair presentation of financial position and results of operations have been
included. The operating results for the nine month period ended September 30,
2002 are not necessarily indicative of the results to be expected for the year
ending December 31, 2002. Although the Company believes that the disclosures are
adequate to make the information presented not misleading, these financial
statements should be read in conjunction with the financial statements for the
fiscal year ended December 31, 2001 and notes thereto included in the Company's
Report on Form 10-K for the fiscal year ended December 31, 2001.

      On Thursday, April 25, 2002, certain holders of the Company's $100.0
million of Senior Notes due May 15, 2008 (the "Notes") had filed an involuntary
petition under Chapter 11 of the United States Bankruptcy Law, Title 11, United
States Code against the Company. The Company consented to the entry of an Order
for Relief on April 26, 2002. At a May 21, 2002 hearing held before the United
States Bankruptcy Court for the Middle District of Georgia in Columbus, Georgia,
the Company was authorized to use cash collateral - i.e. the cash proceeds of
its assets in which Ableco Finance, LLC held a security interest. The Company is
currently operating as debtor-in-possession and expects to continue to conduct
its business in the ordinary course and to pursue its efforts to reorganize and
restructure its debts during the bankruptcy case.

      The Company has attempted to maintain normal and regular trade terms with
its suppliers and customers. The restructuring contemplates that the Company's
trade suppliers, employees and customers will not be adversely affected while
the Company is in the reorganization proceedings or thereafter, though the
ultimate treatment of any creditor group in the Chapter 11 case remains
uncertain. The Company believes that it has sufficient liquidity to pay its
post-bankruptcy obligations as they arise in the ordinary course of business.

      There can be no assurance that a plan will be approved by the Bankruptcy
Court. There can also be no assurance that the Company's suppliers will continue
to provide normal trade credit or credit on other terms acceptable to the
Company, if at all, or that customers will continue to do business or enter into
new business with the Company. No assurances can be given that the Company will
be successful in getting a plan confirmed by the United States Bankruptcy Court.

Going Concern:

      The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in the financial
statements for the fiscal year ended December 31, 2001 and notes thereto
included in the Company's Report on Form 10-K and as shown in the accompanying
financial statements, the Company has defaulted on its debt obligations, has
substantial operations and liquidity issues, and is now a debtor in a bankruptcy
reorganization case under Chapter 11 of the United State Bankruptcy Code, which
raises substantial doubt about the Company's ability to continue as a going
concern. There can be no assurance that the Company will be able to
<PAGE>
restructure successfully its indebtedness or that its liquidity and capital
resources will be sufficient to maintain its normal operations. These financial
statements do not include any adjustment relating to the recoverability and
classification of asset carrying amounts or the amount and classification of
liabilities that might result should the Company be unable to continue as a
going concern.

      These unaudited financial statements have been prepared in accordance with
the Statement of Position ("SOP") No. 90-7, "Financial Reporting by Entities in
Reorganization under the Bankruptcy Code". SOP 90-7 requires an entity to
distinguish pre-petition liabilities subject to compromise from postpetition
liabilities on its balance sheet. In the accompanying unaudited balance sheet
the caption "liabilities subject to compromise" reflects the Company's best
current estimate of the amount of pre-petition claims that will be restructured
in the Debtors' Chapter 11 case. In addition, its statement of operations should
portray the results of operations of the reporting entity during Chapter 11
proceedings. As a result any revenues, expenses, realized gains and losses, and
provisions resulting from the reorganization and restructuring of the
organization should be reported separately as restructuring charges, except
those required to be reported as discontinued operations, and extraordinary
items in conformity with Accounting Principles Board No. 30, "Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual, and Infrequently Occurring Events and
Transactions" and Statement of Financial Accounting Standard No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets".

Liabilities Subject to Compromise

      The principal categories of claims classified as liabilities subject to
compromise under the Chapter 11 Case are discussed below. All amounts may be
subject to adjustment depending on Bankruptcy Court action, further developments
with respect to disputed claims, or other events, including the reconciliation
of claims filed with the Bankruptcy Court to amounts included in the Company's
records. Under a confirmed plan of reorganization, all pre-petition claims may
be paid and discharged at amounts substantially less that their allowed amounts.

      As a result of the Chapter 11 Case, no principal or interest payments may
be made on unsecured pre-petition debt without Bankruptcy Court approval or
until a plan of reorganization providing for the repayment terms has been
confirmed by the Bankruptcy Court and becomes effective. Therefore, interest on
pre-petition unsecured obligations has not been accrued or recorded after the
Petition Date. Contractual interest expense not accrued or recorded on certain
prepetition debt totaled approximately $4.8 million since the filing of the
Chapter 11 case.

Restructuring Charges

      Expenses directly incurred as a result of the Chapter 11 Case have been
segregated within normal operations and are disclosed separately. The majority
of the expenses consist of professional fees for financial advisors, legal
counsel, consulting and other costs related to professional services. Costs
incurred related to the restructuring approximate $4.6 million through the
period ended September 30, 2002

NOTE 2
FINANCINGS

      The Company presently has outstanding $100.0 million of Senior Notes due
on May 15, 2008 that bear interest at 11% per annum, payable semi-annually. The
Company did not make the required $5.5 million interest payment due November 15,
2001 or the payment due on May 15, 2002 and does not anticipate making the
November 15, 2002 payment. The Company is currently in default under the Notes.
The Company will seek to negotiate a plan of reorganization under Chapter 11 of
the United States Bankruptcy Code.

      The Company has a credit facility (the "Credit Facility") for $20.0
million. The Company is in default of certain financial covenants and cross
default provisions of the Credit Facility agreement.
<PAGE>
NOTE 3

RECENT ACCOUNTING PRONOUNCEMENTS

      In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 142 (SFAS 142), "Goodwill and Other
Intangible Assets." SFAS 142 supersedes AFB Option No. 17, "Intangible Assets,"
and requires goodwill and other intangible assets that have an indefinite useful
life to no longer be amortized; however, these assets must be reviewed at least
annually for impairment. The Company has completed the transitional goodwill
impairment test and has concluded that there was no impairment to goodwill as of
January 1, 2002, the date of adoption of SFAS 142. If SFAS 142 had been adopted
for the three and nine months ended September 30, 2001, reported net loss and
basis earnings per share would have been as follows (in thousands, except per
share amounts):

<TABLE>
<CAPTION>
                                         Three  months ended      Nine months ended
                                         September 30, 2002       September 30, 2002
                                         -------------------      ------------------
<S>                                      <C>                      <C>
Reported Net Income (Loss)                     $(3,667)              $ (7,296)
    Add back:  Goodwill Amortization               467                  1,910
                                               -------               --------
   Adjusted net income (Loss)                   (3,200)              $ (5,386)
                                               -------               --------
Basic Earnings Per Share
    Reported net income (Loss)                $(18,335)              $(36,480)
    Goodwill amortization                        2,334                  9,550
                                              --------               --------
    Adjusted net income (Loss)                $(16,000)              $(26,930)
                                              --------               --------
</TABLE>
<PAGE>
      ITEM  2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

NOTE REGARDING FORWARD-LOOKING STATEMENTS

      This Quarterly Report on Form 10-Q contains forward-looking statements
concerning, among other things, the Company's expected future revenues,
operations and expenditures, competitors or potential competitors, acquisition
activity, and the regulation of the outdoor advertising industry. These
forward-looking statements are identified by their use of terms and phrases such
as "anticipate," "believe," "could," "estimate," "expect," "intent," "may,"
"plan," "predict," "project," "will" and similar terms and phrases, including
references to assumptions. These statements are contained in certain sections of
this Quarterly Report and in the documents incorporated by reference herein.
These forward-looking statements represent the expectations of the Company's
management as of the filing date of this Report on Form 10-Q. The Company's
actual results could differ materially from those anticipated by the
forward-looking statements due to a number of factors, including (i) risks and
uncertainties relating to leverage; (ii) the need for additional funds; (iii)
the integration of companies acquired by the Company and the Company's ability
to recognize cost savings or operating efficiencies as a result of such
acquisitions; (iv) the continued popularity of outdoor advertising as an
advertising medium; (v) the regulation of the outdoor advertising industry and
(vi) the risks and uncertainties described under the caption "Factors Affecting
Future Operating Results" under Item 7. - Management's Discussion and Analysis
of Financial Condition and Results of Operations set forth in the Company's
Annual Report on Form 10-K for the year ended December 31, 2001.

      RESULTS OF OPERATIONS

      THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 2001

Net revenues. Net revenues decreased 7.1% to $6.3 million for the three months
ended September 30, 2002 from $6.8 million for the three months ended September
30, 2001. The decrease in revenues was primarily due to a drop in the Company's
overall bulletin occupancy from 61.2% as of September 30, 2001 to 57.4% in
September 30, 2002. This overall drop was primarily in the Midwest and Mid
Atlantic divisions.

Direct operating expenses. Direct operating expenses (which include sales, lease
and production expenses) increased 9.5% to $2.7 million for the third quarter of
2002 from $2.5 million for the comparable period in 2001. This increase was
primarily attributed to increases in production and lease expense. Sales expense
increased as a percentage of net revenues from 9.9% in the third quarter of 2001
to 11.2% in 2002. The increase in sales expense as a percentage of net revenues
was primarily due to an increase in the number of salesmen and higher commission
rates paid in an effort to stimulate more sales. Lease expense increased as a
percentage of net revenues in the third quarter from 15.0% in 2001 to 18.1% in
2002. This was due primarily to the fixed nature of the Company's lease cost on
lower revenues. Production expense increased as a percentage of net revenues
from 11.4% in the third quarter of 2001 to 13.3% in 2002, primarily due to
significant increases in sign maintenance costs attributed to increased paint
outs of non-paying customers, and higher utility costs.

General and administrative expenses. General and administrative expenses
decreased by 36.4% to $1.2 million for the quarter ended September 30, 2002 from
$1.9 million in 2001, a decrease as a percentage of net revenues to 19.0% from
27.9%. This decrease is primarily due to additional bad debt expense and higher
expenses in the salary expense recorded in the third quarter of 2001.

Depreciation and amortization expense. Depreciation and amortization expense
decreased to $2.1 million for the
<PAGE>
quarter ended September 30, 2002 from $3.0 million in 2001. The decrease is
primarily due to the accelerated amortization of certain financing costs
attributed to the Refinancing that was booked in the quarter ended September 30,
2001. In addition, the Company had no goodwill amortization expense in the
quarter ended September 30, 2002 due to the adoption of FAS. 142.

Restructuring charges. Restructuring charges of $1.4 million were incurred in
the quarter ended September 30, 2002 compared to the quarter ended September 30,
2001. This increase is attributed to charges relating to the voluntary
bankruptcy and reorganization efforts of the Company.

Interest expense. Interest expense decreased to $.7 million for the third
quarter ended 2002 compared to $3.4 million in the same period in 2001. This
decrease is attributable to the interest on the Notes not accruing for this
period due to the Chapter 11 case.

Income taxes. At December 31, 2001, the Company had net operating loss carry
forwards of approximately $61.0 million for federal and state income tax
purposes, which expire in varying amounts from 2009 through 2021.

During the quarter ended September 30, 2002, the Company increased the valuation
allowance by $.6 million on deferred tax assets. The Company is required to
record a valuation allowance when it is "more likely than not that some portion
or all of the deferred tax assets will not be realized," The Company has
assessed its earnings history and anticipated earnings, the expiration dates of
carry forwards and other factors and has determined that the valuation
allowances is required.

      NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED
      SEPTEMBER 30, 2001

Net revenues. Net revenues decreased 7.8% to $18.8 million for the nine months
ended September 30, 2002 from $20.4 million for the nine months ended September
30, 2001. The decrease in revenues was primarily due to a drop in the Company's
overall bulletin occupancy from 61.2% as of September 30, 2001 to 57.4% in
September 30, 2002. This overall drop was primarily in the Midwest and Mid
Atlantic divisions.

Direct operating expenses. Direct operating expenses (which include sales, lease
and production expenses) increased 10.0% to $8.1 million for the first nine
months of 2002 from $7.3 million for the comparable period in 2001. This
increase was primarily attributed to increases in production and lease expense.
Sales expense increased as a percentage of net revenues from 10.1% in the first
nine months of 2001 to 11.3% in 2002. The increase in sales expense as a
percentage of net revenues was primarily due to an increase in the number of
salesmen and higher commission rates paid in an effort to stimulate more sales.
Lease expense increased as a percentage of net revenues in the first nine months
from 15.4% in 2001 to 18.8% in 2002. This was due primarily to the fixed nature
of the Company's lease cost on lower revenues. Production expense increased as a
percentage of net revenues from 10.5% in the first nine months of 2001 to 13.0%
in 2002, primarily due to significant increases in sign maintenance costs,
attributed to increased paint outs of non-paying customers, higher utility
costs, and increased paint face cost reflecting sales shift to shorter term
contracts.

General and administrative expenses. General and administrative expenses
decreased by 20.0% to $3.5 million for the nine months ended September 30, 2002
from $4.4 million in 2001, a decrease as a percentage of net revenues to 18.9%
from 21.7%. This decrease in 2002 is primarily due to additional bad debt
expense and higher expenses in the salaries category booked in the first quarter
of 2001.

Depreciation and amortization expense. Depreciation and amortization expense
decreased to $6.3 million for the nine months ended September 30, 2002 from $9.2
million in 2001. The decrease is due primarily to the accelerated amortization
of certain financing costs attributed to the Refinancing that was booked in the
nine month period ended
<PAGE>
September 30, 2001. Also, the Company had no goodwill amortization expense in
the nine month period ended September 30, 2002 due to the adoption of FAS. 142.

Restructuring charges. Restructuring charges of $4.6 million were incurred in
the nine month period ended September 30, 2002 compared to the nine month period
ended September 30, 2001. This increase is attributed to charges relating to the
voluntary bankruptcy and reorganization efforts of the Company.

Interest expense. Interest expense decreased to $5.4 million for the nine month
period ended 2002 compared to $10.1 million in the same period in 2001. This
decrease is attributable to the interest not being accrued on the Notes since
the Company filed for Chapter 11 protection.

Income taxes. At December 31, 2001, the Company had net operating loss carry
forwards of approximately $61.0 million for federal and state income tax
purposes, which expire in varying amounts from 2009 through 2021.

During the nine month period ended September 30, 2002, the Company increased the
valuation allowance by $3.4 million on deferred tax assets. The Company is
required to record a valuation allowance when it is "more likely than not that
some portion or all of the deferred tax assets will not be realized," The
Company has assessed its earnings history and anticipated earnings, the
expiration dates of carry forwards and other factors and has determined that the
valuation allowances is required.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

      The Company has historically satisfied its cash requirements with cash
from operations, revolving credit borrowings, other long-term debt financing,
equity financing and sales of assets. Its acquisitions have been financed
primarily with borrowed funds and equity financing.

      The Company is highly leveraged with debt. The Company is presently
experiencing a downturn in advertising revenues and is not generating sufficient
cash flow to service all of its debts. There can be no assurance that the
advertising revenues will increase sufficiently for the Company to be able to
service its debt. The Company is in default under its debt instruments.

      The Company presently has outstanding $100.0 million of Senior Notes due
on May 15, 2008 that bear interest at 11% per annum, payable semi-annually (the
"Notes"). The Company is in default under the Notes because the Company did not
make the required $5.5 million interest payment due November 15, 2001 or the May
15, 2002 payment and does not anticipate making the November 15, 2002 payment.

      The Company has a credit facility (the "Credit Facility") for $20.0
million. The Company is in default of certain financial covenants and cross
default provisions of the Credit Facility agreement. The Company had $18.2
million outstanding as of September 30, 2002 under the Credit Facility.

      On Thursday April 25, 2002, certain holders of the Notes filed an
involuntary petition under Chapter 11 of the United States Bankruptcy Law, Title
11, United States Code against the Company. The Company consented to the entry
of an Order for Relief and filed a series of motions that were heard by the
Bankruptcy Court in Columbus, Georgia, on April 26, 2002. At a May 21, 2002
hearing held before the United States Bankruptcy Court for the Middle District
of Georgia in Columbus, Georgia, the Company was authorized to use cash
collateral- i.e. the cash proceeds of its assets in which Ableco Finance, LLC
held a security interest. The Company is currently operating as
debtor-in-possession and expects to continue to conduct its business in the
ordinary course and to pursue its efforts to reorganize and restructure its
debts during the bankruptcy case.

      The Company has attempted to maintain normal and regular trade terms with
its suppliers and customers. The restructuring contemplates that the Company's
trade suppliers, employees and customers will not be adversely affected while
the Company is in the reorganization proceedings or thereafter. The Company
believes that it has sufficient liquidity to pay its post-bankruptcy obligations
as they arise in the ordinary course of business.

      There can be no assurance that a plan will be approved by the Bankruptcy
Court. There can also be no assurance that the Company's suppliers will continue
to provide normal trade credit or credit on other terms acceptable to the
Company, if at all, or that customers will continue to do business or enter into
new business with the Company. No assurances can be given that the Company will
be successful in getting a plan confirmed by the United States Bankruptcy Court.

      The Company had an agreement with Jefferies & Co. to serve as its
financial advisor that was terminated by Jefferies & Co. as of May 1, 2002. The
Company currently has not hired a new financial advisor.

      Net cash provided by operating activities was $2.6 million for the first
nine months of 2002 compared to net cash used in operating activities of $.2
million for the first nine months of 2001. Net cash provided by operating
activities reflects the Company's net loss adjusted for non-cash items and net
changes in working capital components. The Company had a working capital deficit
of $125.3 million as of September 30, 2002 compared to a working capital deficit
of $119.1 million as of December 31, 2001.
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      There have been no material changes in the Company's market risk exposure
from that reported in the Company's Annual Report on Form 10-K for the year
ended December 31, 2001 incorporated by reference herein.

                            PART II-OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

            On Thursday, April 25, 2002, certain holders of the Company's $100.0
            million of Senior Notes due on May 15, 2008, including Sun-America
            Life Insurance Company, Pacholder High Yield Fund, Inc. and Strong
            High-Yield Bond Fund, filed an involuntary petition under Chapter 11
            of the United States Bankruptcy Law, Title 11, United States Code
            against the Company. The case was filed in the United States
            Bankruptcy Court for the Middle District of Georgia. The Company
            consented to the entry of an Order for Relief and filed a series of
            motions that were heard by the Bankruptcy Court in Columbus, Georgia
            on April 26, 2002. At a May 21, 2002 hearing held before the United
            States Bankruptcy Court for the Middle District of Georgia in
            Columbus, Georgia, the Company was authorized to use cash
            collateral- i.e. the cash proceed of its assets in which Ableco
            Finance, LLC held a security interest. The Company is currently
            operating as debtor-in-possession and expects to continue to conduct
            its business in the ordinary course and to pursue its efforts to
            reorganize and restructure its debts during the bankruptcy case.

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

            None

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

            The Company presently has outstanding $100.0 million of Senior Notes
            due May 15, 2008 that bear interest at 11% per annum, payable
            semi-annually. The Company is in default under the Notes because the
            Company did not make the $5.5 million interest payment due November
            15, 2001 or the May 15, 2002 payment and does not anticipate making
            the payment due on November 15, 2002.

            The Company has a $20.0 million credit facility (the "Credit
            Facility"). The Company is in default on certain financial covenants
            and cross-default provisions of the Credit Facility Agreement. The
            Company has $18.2 million outstanding as of September 30, 2002 under
            the Credit Facility. The lender under the Credit Facility is not
            required to make additional advances under the Credit Facility so
            long as the Company remains in default.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            None

ITEM 5.     OTHER INFORMATION

            None

ITEM 6.     EXHIBITS AND REPORT ON FORM 8-K

            A. Exhibits
<PAGE>
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO.                         DESCRIPTION
<S>                     <C>
*3.1                    Restate Certificate of Incorporation of the Company by
                        the Secretary of State of Kansas

*3.2                    By-Laws of the Company

*4.1                    Indenture dated as of May 15, 1998 relating to the
                        Company's Senior Notes due 2008 and the 11% Senior
                        Services B Notes due 2008

*4.2                    Form of Global Note

*10.1                   Asset Purchase Agreement, dated as of May 6, 1997,
                        between the Company and Tri-State Systems, Inc.

*10.2                   Asset Purchase Agreement, dated as of February 13, 1998,
                        between the Company and Unisign Corporation, Inc.

*10.3                   Registration Rights Agreement dated as of May 13, 1998
                        relating to the Company's 11% Senior Notes due 2008

*10.4                   Pledge Agreement dated as of May 15, 1998 relating to
                        the Company's 11% Senior Notes due 2008

*10.5                   Tax Sharing Agreement dated as of May 20, 1998 relating
                        to SGH Holdings, Inc. and the Company

*10.6                   Second Amended and restated Stockholders Agreement dated
                        as of February 27, 1998

*10.7                   Anti-Dilution Agreement, dated as of February 19, 1998

*10.8                   Credit Agreement dated as of May 20, 1998 between the
                        Company and The First National Bank of Chicago

*10.9                   Asset Purchase Agreement dated as of September 4, 1998,
                        by and between Tri-State Outdoor Media Group, Inc. and
                        Western Outdoor Advertising Co.

*10.10                  Credit Agreement among Tri-State Outdoor Media Group,
                        Inc., the Lending Institutions Party Thereto, as Lenders
                        and The First National Bank of Chicago, as Agent, dated
                        as of September 18, 1998
</TABLE>
<PAGE>
<TABLE>
<S>                     <C>
**10.11                 Asset Purchase Agreement dated as of September 12, 1998
                        by and between Tri-State Outdoor Media Group, Inc. and
                        John R. Leslie, Sr., Trading as Leslie Outdoor
                        Advertising, Filed herewith

**10.12                 Asset Purchase Agreement dated as of July 23, 1998 by
                        and between Tri-State Outdoor Media Group, Inc. and Boon
                        Company, Inc. Filed herewith

**10.13                 First Amendment to Credit Agreement dated as of March 1,
                        1999.

***10.14                Amended and Restated Credit Agreement dated as of August
                        12, 1999.

****10.15               Amendment to the Credit Agreement dated as of October
                        15, 1999.

*****10.16              Credit Agreement dated as of March 20, 2001 between the
                        Company and Ableco Finance LLC

******10.17             Forbearance Agreement dated as of November 13, 2001
                        between the Company and Ableco Finance LLC

*25.1                   Statement of Eligibility of Trustee on Form T-1 of IBJ
                        Schroder Bank & Trust Company
</TABLE>

----------

      *           Incorporated herein by reference to the Exhibits to the
                  Company's registration statement on Form S-4 (Registration
                  Number 333-59137).

      **          Incorporated herein by reference to Exhibits to the Company's
                  Form 10-K for the year ended December 31, 1999.

      ***         Incorporated herein by referenced to the Exhibits to the
                  Company's Form 10-Q for the quarter ended September 30, 1999.

      ****        Incorporated herein by reference to Exhibits to the Company's
                  Form 10-K for the year ended December 31,1999

      *****       Incorporated herein by reference to Exhibits to the Company's
                  Form 10-Q for the quarter ended September 30, 2001

      ******      Incorporated herein by reference to Exhibits to the Company's
                  Form 10-Q for the quarter ended September 30, 2001
<PAGE>
SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                      Tri-State Outdoor Media Group, Inc.


November 14, 2002                     /s/Sheldon G. Hurst
                                      ---------------------
                                      Sheldon G. Hurst
                                      Chief Executive Officer and Director

November 14, 2002                     /s/ Matthew B. Holt
                                      -------------------
                                      Matthew B. Holt
                                      Acting Chief Financial Officer, Secretary,
                                      and Principal Accounting Officer
<PAGE>
                                    EXHIBIT A
                        CERTIFICATION OF PERIODIC REPORT

I, SHELDON G. HURST of TRI-STATE OUTDOOR MEDIA GROUP,INC. (the "Company"),
certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350, that:

(1)   the Quarterly Report on Form 10-Q of the Company for the QUARTERLY PERIOD
      ended September 30, 2002 (the "Report") fully complies with the
      requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
      1934 (15 U.S.C. 78m or 78o(d)); and

(2)   the information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the
      Company.

Dated: November 14, 2002

                                                     Sheldon G. Hurst
                                                     ----------------
                                                     Sheldon G. Hurst
                                                     CEO
<PAGE>
                                    EXHIBIT A
                        CERTIFICATION OF PERIODIC REPORT

I, MATTHEW B. HOLT of TRI-STATE OUTDOOR MEDIA GROUP,INC. (the "Company"),
certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350, that:

(3)   the Quarterly Report on Form 10-Q of the Company for the QUARTERLY PERIOD
      ended September 30, 2002 (the "Report") fully complies with the
      requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
      1934 (15 U.S.C. 78m or 78o(d)); and

(4)   the information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the
      Company.

Dated: November 14, 2002

                                                     Matthew B. Holt
                                                     ---------------
                                                     Matthew B. Holt
                                                     ACTING CFO